Terms

© HELPA.App 2020 HELPA provides Users with an online network designed to connect Support Workers with Customers looking for NDIS Services. 1. Definitions 1.1. In this Agreement: 1.1.1. ACL means the Australian Consumer Law at Schedule 2 of the Competition and Customer Act 2010 (Cth) and its associated Regulations as amended from time to time. 1.1.2. Account Credentials means the selected unique User id and password chosen by a User when setting up Your Account. 1.1.3. Affiliates means:
  • HELPA or any of its Related Bodies Corporate; and
  • any employee, consultant, agent, licensor, supplier or representative of HELPA or any of its Related Bodies Corporate.
1.1.4. Agreed Rate the hourly rate or fixed rate agreed between a Support Worker and a Customer for NDIS Services provided by the Support Worker to the Customer; 1.1.5. Agreement means this User agreement between You and HELPA (ACN 626319051) which incorporates all policies and terms and conditions referred to in this Agreement; 1.1.6. Approved Providers means government approved or registered providers of disability support and/or aged care services; 1.1.7. Associate has the meaning set out in the Corporations Act 2001 (Cth), as amended from time to time; 1.1.8. Content means all information and materials contained on the Applications that are posted by Members, or any information the Member provides to another Member via the Applications or through the Services; 1.1.9. Customer refers to people, family members, representatives or organisations seeking NDIS Services; 1.1.10. Monthly Plan Fee means a Subscription charged by HELPA and published on the Provider Application; 1.1.11. Feedback means any User Feedback and/or any multidimensional rating or any quality rating derived by HELPA for Support Workers based on User feedback; 1.1.12. NDIS Services means NDIS, health care or other approved services; 1.1.13. Invoice means an invoice for NDIS Services provided by a Support Worker to a Customer that is created through the Applications on behalf of the Support Worker or an invoice provided by HELPA for Subscriptions; 1.1.14. HELPA, We or Us means HELPA (ACN 626319051); 1.1.15. Member means a person who established an account with HELPA; 1.1.16. Membership Fee means the membership fee implemented by HELPA from time to time, and payable by a Member for accessing the Applications and Services; 1.1.17. Our Technology means the software, code, proprietary methods and systems used to provide the Applications or Services; 1.1.18. Subscription means any subscription implemented by HELPA from time to time in respect to use of the Applications and Services by a Support Worker or Customer and includes the Monthly Plan Fee and Support Worker Subscription; 1.1.19. Related Bodies Corporate has the meaning set out in the Corporations Act 2001 (Cth), as amended from time to time; 1.1.20. Services means HELPA’s products, software, services and Applications (referred to collectively as the Services); 1.1.21. Applications means the HELPA applications including without limitation all subpages; 1.1.22. Support Worker refers to people or entities providing NDIS Services; 1.1.23. Support Worker Contract means any agreement for a Support Worker to provide NDIS Services to a Customer formed as a result of the use of the Applications or Services; 1.1.24. Support Worker Subscription means a Subscription charged monthly by HELPA and published on the Applications; 1.1.25. User means a Member or a Visitor; 1.1.26. Visitor means a person who browses the Website and/or Applications; 1.1.27. You, Your, User, or Users also refer to anyone accessing our Services or Applications for any reason, and includes Members; 1.1.28. Your Account means Your membership account with HELPA; 1.2. This Agreement is: 1.2.1. a binding contract between You and HELPA; and 1.2.2. incorporates all policies implemented by HELPA from time to time (and as amended by HELPA from time to time) and which are available on the Applications, and terms and conditions referred to in this Agreement which together constitute the entire agreement between You and HELPA. 1.3. The Applications and Services are offered to You conditional on Your acceptance of this Agreement. 1.4. Your continued use of the Applications and/or Services constitute Your acceptance of this Agreement. 1.5. Each time You access the Applications or use the Services, You are agreeing to be bound by the terms set out in this Agreement, whether You are a Visitor or a Member. 1.6. If You do not agree to any of these terms and conditions You should immediately cease to access or use the Applications and/or the Services. 1.7. We may close, suspend, or limit access to Your Account or the Applications or the Services if You carry out activities which contravene this Agreement. 1.8. At any time, we may close, suspend, or limit access to Your Account or the Applications or the Services in our absolute discretion. 2. Amendments to this Agreement 2.1. We may amend the terms of this Agreement from time to time. 2.2. We will notify You of any changes to this Agreement by posting a notice of the changes on the Applications. 2.3. We may (although We are not obliged to) notify Members of amendments to the terms of this Agreement by email or SMS. 2.4. Amendments to this Agreement are effective on the earlier of: 2.4.1. Your acknowledgement of the amendments; or 2.4.2. Your continued access to and/or use of the Applications and/or Services after We post notice of such modifications. 2.5. It is Your sole responsibility to check the Applications from time to time to view any amendments to this Agreement. 2.6. If You do not agree to any amendment, you must cease access to and use of the Applications and/or Services. 2.7. For the purpose of notifying You of any amendments to this Agreement, you provide permission to Us to email You or send You an SMS. 2.8. Continued access to the Applications or Services following notice of any such changes will indicate Your acceptance of the amendments. 3. Member eligibility 3.1. By using the Applications, you represent and warrant that: 3.1.1. You are at least 18 years old; 3.1.2. If a Support Worker, that You are and will continue to be an Australian citizen and/or a person legally authorised to work in Australia; 3.1.3. You have the right, authority and capacity to enter into this Agreement; 3.1.4. You will abide by:
    • all the terms and conditions of this Agreement;
    • all of HELPA’s policies as posted on the Applications from time to time; and
    • HELPA’s =”s3″>Code of Conduct; and
    • any relevant Code of Ethical Behaviour that applies to You as a Support Worker or Customer; and
3.1.5. neither You, nor anyone in Your household:
    • has been the subject of a complaint, restraining order or any other legal action, arrested for, charged with or convicted of any criminal offense; or
    • has been and/or is currently required to register as a sex offender in any jurisdiction or with any governmental entity.
3.2. A Visitor may browse the Applications in accordance with this Agreement but will not have access to certain Services unless they become a Member. 4. Becoming a Member 4.1. A User who wishes to use the Services available to a Member is required to set up Your Account. 4.2. When setting up Your Account, You will be required to provide specific information, and select Account Credentials. 4.3. You warrant that all information You provide to Us is true, accurate, current and complete, and You agree to maintain and promptly update such information to keep the information true, accurate, current and complete. 4.4. You may not transfer or share Your Account Credentials with any other person. 4.5. You are solely responsible for maintaining the confidentiality of Your Account Credentials. 4.6. You acknowledge and agree that We rely on Account Credentials to know whether Users accessing the Applications and using the Services are authorised to do so. 4.7. If someone accesses our Applications or Services using Your Account Credentials, We will:
    • rely on the Account Credentials; and
    • assume that it is You who is accessing the Applications and Services.
4.8. You are solely responsible for:
    • any and all use of Your Account Credentials and Your Account;
    • all activities that occur under or in connection with Your Account Credentials or Your Account; and
    • any act or omission of any Users that access the Applications or Services under Your Account Credentials.
4.9. You agree not to register for more than one Account. 4.10. If You create an Account on behalf of a third party, You represent that You have the authority to represent such third party and bind the third party to this Agreement. For example purposes only, if You are creating an account on behalf of a family member who is seeking NDIS Services, You represent that Your family member has provided You with proper authority to act on his/her behalf and that Your family member will abide by this Agreement. 5. HELPA is a venue 5.1. The Applications is a venue designed to connect Support Workers with Customers looking for NDIS Services. 5.2. HELPA agrees to upload to the Applications an invitation for the Support Worker to provide NDIS Services to Customers. 5.3. HELPA will rely upon the information provided by the Support Worker for that purpose. 5.4. HELPA does not:
    • provide or arrange for NDIS Services; or
    • participate in the interaction between Support Workers and Customers, except to provide technology to facilitate the interaction, including in relation to the creation and submission of invoices on behalf of Support Workers to nominated plan managers or approved recipients for payment of services provided
    • Involve itself in the terms of a Support Worker Contract between Customers and Support Workers or the regulation of their engagement with each other.
5.5. The Support Worker solely decides whether to accept an offer from a Customer to provide NDIS Services. 5.6. The Customer solely decides whether to engage a Support Worker to provide NDIS Services. 5.7. You understand and agree that HELPA:
    • has no control over and is not responsible for the acts or omissions of any Users on or off the Applications;
    • makes no representation or warranty regarding the quality of any NDIS Services or any other services provided by any Member;
    • is not responsible for the accuracy or reliability of any information provided by any Member on the Applications; and
    • takes no responsibility and has no obligation in contract or duty of care to manage or involve itself in any interactions between Users or in respect of any Support Worker Contract.
5.8. The Support Worker warrants and represents to HELPA and any Customer who engages them that:
    • they are capable of providing, and where relevant, qualified to provide the NDIS Services;
    • they are not prohibited from providing the NDIS Services; and
    • the information provided by the Support Worker is true and not misleading.
6. Content of Applications 6.1. When You access the Applications and/or Services, You obtain access to Content. 6.2. You are solely responsible for each individual item of Content that You post, email or otherwise make available on the Applications or the Services. 6.3. You grant HELPA a non-exclusive, royalty-free, fully paid, worldwide perpetual license that is capable of being sub-licensed, in respect to all of Your copyright and other intellectual property rights related to the Content that You post or contribute to the Applications. 6.4. You agree that any such Content or any derivative works thereof, may be disseminated, distributed, publicly displayed, reproduced, used, sublicensed, posted, or published by HELPA, and searched, displayed, printed or otherwise used or exploited by our Visitors and Members. 6.5. The Member understands and agrees to the following: 6.5.1. HELPA is only acting as a venue for the online distribution and publication of Content; 6.5.2. HELPA makes no warranties (either express or implied) in relation to the Content; 6.5.3. HELPA has the right (but no obligation) to take any action deemed appropriate with respect to Content if it believes that such Content may
    • create liability for HELPA;
    • harm HELPA’s business operation or reputation; or
    • cause HELPA to lose the services of its suppliers;
6.5.4. HELPA reserves the right to reject or modify Content, at its discretion. 6.6. Each Member represents and warrants to HELPA that the Content that they submit on the Applications, and any Content that they copy, reproduce or use: 6.6.1. will not infringe or misappropriate any copyright, patent, trademark, trade secret, or other intellectual property right or proprietary right of any third party, including other Members and HELPA; 6.6.2. will not violate any law, statute, ordinance or regulation including laws regarding anti-discrimination and false advertising; 6.6.3. will not advocate or encourage any illegal activity; 6.6.4. will not misrepresent the Member’s identity in any way; 6.6.5. will not have the potential to create liability for HELPA or cause HELPA to violate the requirements of, or to lose the services, in whole or in part, of our internet service providers or other suppliers; 6.6.6. will not be discriminatory, unlawful, tortious, obscene, fraudulent, defamatory, trade libellous, harmful, threatening, pornographic, indecent, vulgar, harassing, discourteous, hateful, abusive or racially, ethnically, religiously, sexually or otherwise offensive; 6.6.7. will not disclose or provide information protected under any law, agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others; 6.6.8. will not contain any advertising or solicitation for anything other than NDIS Services offered through the Applications; 6.6.9. will not violate the privacy, publicity, or other rights of third parties, including other Members and HELPA; 6.6.10. will not include incomplete, false or inaccurate information about it or any other Member or any other individual or entity; and 6.6.11. will not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. 6.7. No copyrighted material of any third party can be posted on the Applications, unless the Member has a license or other form of authority that permits them to do so. 7. Member Verification 7.1. You understand that Members may make representations to You about themselves via the Applications, or in other communications. 7.2. You are responsible for making Your own decision regarding the Members that You engage to provide NDIS Services through the Applications. 7.3. HELPA is not required to verify information made by a Member, and You are solely responsible for sighting original documents to verify any representation that a Member has made. You should obtain any additional information required to make an informed decision prior to utilising any specific Member to provide NDIS Services. 7.4. You understand and agree that HELPA has the right, but not the obligation, to:
    • independently verify any statement made by any Member on the Applications; and
    • verify that any Member meets any of the eligibility criteria established by HELPA from time to time.
7.5. You hereby represent, understand and expressly agree that HELPA does not have control over, or assume any responsibility for, the quality, accuracy, or reliability of the information provided by any third-party verification service. 7.6. HELPA may make use of third-party verification services to verify information of Members. In the event that HELPA chooses to verify the representations and warranties, or any information provided by a Member through the Applications, You hereby authorise HELPA, to verify such information, and use or disclose any information in order to accomplish such verification. Verification may include, without limitation, conducting the following searches and checks:
    • criminal history checks;
    • worker screening checks;
    • motor vehicle records checks;
    • identification verifications;
    • credential verification;
    • credit checks; and/or
    • using available public records to conduct searches and checks.
8. Contract for the NDIS Services 8.1. HELPA does not employ or contract Support Workers. It provides a platform through which Customers may engage Support Workers directly. 8.2. The Support Worker must contract directly with the Customer for the provision of the NDIS Services. HELPA will not be a party to that contract. 8.3. By using the HELPA Applications you agree that you will observe and comply with all regulations relating to the engagement of Support Workers, including any applicable workplace laws. For more information see https://www.fairwork.gov.au/about-us/legislation and http://www.safeworkaustralia.gov.au/applicationss/SWA. 8.4. HELPA does not involve itself in regulating or managing these issues and by using the Applications you warrant that you have made yourself aware of the requirements under applicable workplace and occupational health and safety laws which may apply to the engagement between a Customer and Support Worker. 8.5. The contract between the Support Worker and the Customer for the provision of the NDIS Services must: 8.5.1. require the Support Worker to charge for the NDIS Services at an Agreed Rate; 8.5.2. permit HELPA to create and issue an invoice for the NDIS Services on behalf of the Support Worker at the completion of each NDIS Service 8.5.3. require the Support Worker to comply with any relevant Support Worker code of conduct and ethical behaviour, and the Customer to comply with any relevant Customer code of conduct and ethical behaviour; and 8.5.4. be able to be terminated by either party at will, with no notice period unless otherwise specified in the Support Worker Contract. 8.6. The Customer warrants to the Support Worker that they have inspected their premises and that it is a safe work environment for the Support Worker to provide the NDIS Services requested by the Customer. 8.7. Support Worker warrants that they have the qualifications and skills to deliver the NDIS Services requested by the Customer, and that each time they arrive at the premises of a Customer, they will inspect the premises and any equipment to ensure it is a safe work environment. 9. Relationship between the parties 9.1. The Support Worker is not a partner, employee, independent contractor or agent of HELPA. 9.2. You acknowledge that You are not legally affiliated with HELPA. 9.3. No independent contractor, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created between You and Us by Your use of the Applications or Services or by this Agreement. 9.4. HELPA is not an employment service or agency. 9.5. The Support Worker must comply with all applicable laws and regulations relating to the provision of the NDIS Services. 9.6. Members must act in good faith towards HELPA, and not do anything contrary to the interests of HELPA. 9.7. HELPA must not give the Support Worker any direction about the provision of the NDIS Services. 9.8. HELPA is not liable for any injury, loss or damage suffered by the Support Worker or Customer in the provision of the NDIS Services. 10. Insurance 10.1. HELPA has worked BizCover Pty Ltd to establish a suite of insurance covers that are made available to all its affiliated Support Workers when providing services arranged and invoiced through the HELPA platform. Insurance is available to Support Workers only upon being approved by HELPA and BizCover and fulfilling all requirements of the on boarding process. 10.2. Detailed information about insurance is available on the HELPA applications. 10.3. In the event of an insurance claim, Support Workers will be liable for the relevant policy excess. 10.4. The cost of insurances is additional to the Support Worker Subscription. Additional insurance, such as Workers Compensation Insurance, may be made available for an additional fee where required. 11. Ownership of intellectual property 11.1. You understand and acknowledge that the Agreement and Our Technology are: 11.1.1. Our proprietary copyright and/or licensed to Us under Australian and international copyright laws; 11.1.2. subject to other intellectual property and proprietary rights and laws; and 11.1.3. owned by Us or our licensors. 11.2. Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission, and the prior written permission of our applicable licensors. 11.3. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. 11.4. Nothing in this Agreement grants You any right to receive delivery of a copy of Our Technology, or to obtain access to Our Technology except as generally and ordinarily permitted through the Applications, and in accordance with this Agreement. 11.5. Nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license to Our Technology. 11.6. Certain of the names, logos, and other materials displayed on the Applications or in the Services constitute trademarks, trade names, service marks or logos (Marks) of HELPA or other entities. 11.7. You are not authorised to use any Marks. 11.8. Ownership of all Marks, and the goodwill associated therewith remains with Us or those other entities who own the Marks. 11.9. Any use of third party software provided in connection with the Applications or Services will be governed by relevant third party licenses and not by this Agreement. 12. Feedback, Reputation and Reviews 12.1. By using the Applications and posting feedback (including a review) (User Feedback), You grant Us an unrestricted, worldwide, royalty-free, sub-licensable licence to use, reproduce, publish, communicate to the public, modify, and adapt Your User Feedback posted on the Applications for the purpose of publishing that User Feedback on the Applications and as otherwise permitted by this Agreement. 12.2. You may use any Feedback that is about You if you use it in a way that is not misleading or deceptive and is in accordance with HELPA’s policies as posted on the Applications from time to time. 12.3. You may not do anything that may undermine the integrity of the HELPA Feedback system. 12.4. HELPA is entitled to suspend or terminate Your Membership at any time if We, in our sole and absolute discretion, are concerned by any Feedback about You, or Your Feedback rating is problematic to HELPA. 12.5. You warrant and represent that all Feedback You provide is true and correct and is not misleading. 13. Offensive content 13.1. Though We strive to enforce the rules set out in this Agreement with all of our Members, You may be exposed through the Applications or Services to content that violates our policies, or is otherwise offensive. 13.2. You access the Applications and Services at Your own risk. 13.3. We may, but are not obligated to, delete accounts and/or remove Content from the Applications if We determine or suspect that those accounts or Content violate the terms of this Agreement. 13.4. We take no responsibility for Your exposure to Content on the Applications or through the Services whether it violates the terms of this Agreement or not. 14. General rules of Member conduct and confidentiality of personal and health information 14.1. It is our goal to make access to our Applications and Services a good experience for Visitors and all Members. 14.2. Correspondence between Members is for the sole purpose of connecting Customers and Support Workers for purposes relating to NDIS Services. 14.3. If You receive the personal information of any other Member through the use of the Services, You may use the information solely as necessary to conduct a transaction through the Applications and Services. 14.4. You may not use another Member’s personal information for any other purpose. 14.5. You agree not to, and represent and warrant that You will not reproduce, duplicate, copy, sell, resell or exploit any portion of the Applications or Services, use the Applications or Services, or access the Applications or Services for any purposes other than for which the Applications or Services are being provided to You. 14.6. Members who are Support Workers undertake to:
    • not discuss with a third party any information gained about Customers or the personnel of Customers or any other Members in the course of the supply of the NDIS Services; and only uses personal information and health information of Customers in accordance with applicable laws (including applicable health records legislation, the Privacy Act and the national privacy principles under the Privacy Act) and any relevant direction, guideline, determination or recommendation made by the Australian Privacy Commissioner or a state or territory privacy commissioner, health services commissioner and/or any equivalent body or agency.
    • report any incidents of abuse or neglect of a child, an elder or a person with a disability to the relevant state authority and to HELPA’s customer care team.
    • Not enter or agree to an hourly rate of less than $24.00 per hour. When setting 24 hour, overnight or flat rates please ensure that the hourly rate for the hours that you work is at least $24.00 per hour, after taking into consideration the time that you spend sleeping or on a passive shift.
14.7. You agree not to do any of the following: 14.7.1. recruit, solicit or contact any Member for employment or contracting for a business which is not a Member with HELPA or outside of the HELPA Applications; 14.7.2. contact other Members for any purpose other than as set forth in this Agreement; 14.7.3. harass, intimidate or otherwise engage in illegal or offensive behaviour with respect to any other Member; 14.7.4. conduct or promote any illegal activities while using the Applications or Services; 14.7.5. upload, distribute or print anything that may be harmful to minors; 14.7.6. attempt to reverse engineer or jeopardise the correct functioning of the Applications, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Applications; 14.7.7. attempt to gain access to secured portions of the Applications or Services to which You do not possess access rights; 14.7.8. upload or transmit to the Applications any form of virus, worm, Trojan horse, or other malicious code; 14.7.9. use the Applications or Services to generate unsolicited email advertisements or spam; allow, enable, or otherwise support the transmission of mass unsolicited, commercial advertising or solicitations via e-mail (spam); 14.7.10. use the Applications or Services to stalk, harass or harm another individual; 14.7.11. use any high volume automatic, electronic or manual process to access, search or harvest information from the Applications or Services (including without limitation robots, spiders or scripts); 14.7.12. interfere in any way with the proper functioning of the Applications and Services or interfere with or disrupt any servers or networks connected to the Applications or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Applications or Services; 14.7.13. use any robot, spider, other automatic device, or manual process to extract, screen scrape, monitor, mine, or copy any static or dynamic web page on the Applications or the content contained on any such web page for commercial use without HELPA’s prior express written permission; 14.7.14. impersonate any person or entity, or otherwise misrepresent Your affiliation with a person or entity; or 14.7.15. mirror or frame the Applications or any content, place pop-up windows over its pages, or otherwise affect the display of its pages. 15. Payments 15.1. Limited access to the Applications is available free of charge to Visitors. 15.2. By becoming a Member, the Customer agrees to pay HELPA: 15.2.1. the Support Worker Plan Fee, which HELPA will accept on behalf of the Support Worker; and 15.2.2. the Subscription; and 15.2.3. any other costs reasonably incurred by HELPA in enforcing its rights under this User Agreement. 15.3 By becoming a Member, the Support Worker agrees to pay HELPA: 15.3.1. the Support Worker Subscription being deducted from the User’s Apple iTunes or Google Play account; 15.3.2. insurance premiums being remitted by BizCover on their behalf; 15.3.3. pay any other costs reasonably incurred by HELPA in enforcing its rights under this Agreement. 15.4. HELPA reserves the right, at any time, to modify its fees and/or billing methods as notified on the Applications; 15.5. If a Customer wishes to connect with a Support Worker or seek services from a Support Worker, the Customer will need to: 15.5.1. provide the following information through the Applications:
    • information regarding the type of NDIS Services requested to be provided by the Support Worker;
    • personal and household information; and
    • NDIS participant information and whom HELPA can invoice for debiting or charging the payments required pursuant to this Agreement;
15.5.2. provide his or her consent to the debiting or charging of the Subscription, along with any taxes in connection with the contracting of the Support Worker. 15.6. If a Support Worker wishes to accept an offer from a Customer for the provision of NDIS Services, the Support Worker must provide the following information to HELPA through the Applications:
    • information regarding the type of NDIS Services the Support Worker is qualified and willing to provide;
    • personal information; and
    • ABN number
15.7. After an offer by a Support Worker is accepted by the Customer, the contracting of the Support Worker by the Customer will begin. At this time HELPA will:
    • release personal information about the Support Worker (including the surname of the Support Worker and contact details) to the Customer; and
    • release personal information about the Customer (including the surname of the Customer and contact details) to the Support Worker.
15.8. As soon as practicable after the performance of each NDIS Service, the Support Worker must generate via the Applications an electronic service log, that includes the start time, end time and any service notes for the relevant NDIS Service. 15.9. The Customer is required to review the service log and immediately accept or reject the service log. 15.10. The Customer is deemed to have approved the service log by not rejecting the service log within the expiration of a review period (currently being 24 hours following the creation of the service log), after which time HELPA, will accept the service log as being approved by the Customer. 15.11. Where the Customer approves or is deemed to have approved the service log, HELPA will accept the Invoice as being approved by the Customer. 15.12. Where the Customer has nominated payment by Invoice, service logs that are approved during the Invoice period will be included in the Invoice and the Invoice will be issued to the party nominated by the Customer as holding their funds in accordance with the procedures implemented by HELPA from time to time. 15.13. Invoices issued under this Agreement have standard NDIA processing times and it is accepted an agreed that HELPA does not directly handle transactions related to invoice payments and processing 15.14. If you fail to pay an amount in accordance with this Agreement (for example, if your iTunes or Play Store payment is declined), Your Account may be suspended, and you may be charged a non-payment fee by HELPA 15.15. All payments relating to NDIS Services provided by a Support Worker to a Customer must be made through the payment channels provided or specified by HELPA, and in accordance with this Agreement. 18. Fees 18.1. A Customer will remain responsible for the Subscriptions, and any other applicable fees, in connection with any refund or chargeback of a Support Worker’s payment. 19. No Recommendations or Medical Advice 19.1. HELPA is not a referral service and does not recommend or endorse any Member. 19.2. HELPA is only an intermediary that facilitates the provision of selected information about Members as represented by Members. 19.3. We do not offer advice regarding the quality or suitability of any Member for specific treatments or health conditions, and no information on this Applications should be construed as health or medical advice. 19.4. The ratings and Support Worker and Member information consists of statements of opinion and not statements of fact or recommendations to utilise the Services of any specific Member. 19.5. You assume all responsibility in connection with choosing any Support Worker, whether You obtain information about such Support Worker on or through the Applications. 19.6. HELPA and its Affiliates assume no (and hereby disclaims all) responsibility or liability of any kind, for any advice, treatment or other Services rendered by any Support Worker, or for any malpractice claims and other claims that may arise directly or indirectly from the provision of NDIS Services or any other actions of any Support Worker. 19.7. No advice or information, whether oral or written, obtained by You from Us through the Applications, Services, or otherwise will create any warranty, representation or guarantee not expressly stated in this Agreement. 19.8. You bear the sole responsibility and liability for maintaining backup or archive copies of Your data and/or submissions to the Applications and Services. 20. Promotional offers 20.1. We may run promotional offers from time to time on the Applications. 20.2. The terms of any such promotion will be posted on the Applications. 20.3. Unless otherwise indicated, We may establish and modify, in our sole discretion, the terms of such offer and end such offer at any time. 21. Third party content 21.1. Content from other Members, advertisers, and other third parties may be made available to You through the Applications and/or the Services. Because We do not control such Content, You agree that We are not responsible for any such Content. 21.2. We do not make any guarantees or representations about the accuracy, currency, suitability, or quality of the information in such Content, and We assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful Content made available by other Users, advertisers, and other third parties or violation of any third party rights related to such Content. 21.3. The Applications and Services may contain links to applications not operated by Us. We are not responsible for the content, products, materials, or practices (including privacy practices) of such applications. 21.4. You understand that by using the Applications and/or Services You may be exposed to third-party applications that You find offensive, indecent or otherwise objectionable. 21.5. We make no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility for, the quality, content, nature or reliability of third party applications, products or services accessible by hyperlink or otherwise from the Applications or Services. 21.6. We provide these links for Your convenience only and We do not control such applications. 21.7. Our inclusion of links to such applications does not imply any endorsement of the materials on such third party applications or any association with their operators. 21.8. It is Your responsibility to review the privacy policies and terms of use of any other applications You visit. 21.9. You agree that in no event will We be liable to You in connection with any applications, content, products, materials, or practices of any third party, including other Members. 22. Suspension / termination 22.1. You agree that We may at any time, and in our sole discretion, with or without notice to You and without refund: 22.1.1. modify or discontinue the Applications or Services; and/or 22.1.2. immediately modify, suspend or terminate Your access or use of the Applications and Services. 22.2. You agree that HELPA will not be liable to You or any other party for any: 22.2.1. suspension or termination of Your access to the Applications or Services, or deletion of Your Account or Your Content; or 22.2.2. modification or discontinuance of the Applications and/or Services. 22.3. Suspension or termination of Your Account will in no way modify, change or void any payment obligations You may have incurred through Your use of the Applications or any Services, whether such obligation is to HELPA or a third party. 22.4. HELPA may without notice and without cause remove the invitation to work with the Support Worker from the Applications. 22.5. Continued access to the Applications or Services following notice of any such changes will indicate Your acknowledgement of such changes and satisfaction with the Applications or Services as so modified. 23. No Warranty 23.1. You expressly agree that Your use of the Applications and/or Services is at Your sole risk. 23.2. HELPA is not involved in the actual transaction between Customers and Support Workers. 23.3. HELPA’s Services, the Applications and all Content on it are provided on an as is and as available basis, and to the extent permitted by law without warranties of any kind either express or implied. 23.4. To the extent permitted by law, HELPA specifically disclaims all warranties and representations of any kind, whether express or implied, including but not limited to any warranties in respect to the following: 23.4.1. title, quality, merchantability, fitness for a particular use or purpose, non-infringement, operability, condition, quiet enjoyment, value, accuracy of data and system integration; 23.4.2. that the Applications and/or Services will meet Your requirements; 23.4.3. that the Applications will be accurate, reliable, uninterrupted, secure or error-free; 23.4.4. that the Applications, or the server that makes it available will be uninterrupted, timely, secure, free of viruses, errors or other harmful components; 23.4.5. as to the results that may be obtained from the use of the Applications or Services; and 23.4.6. that defects in the Applications or Services will be corrected. 23.5. To the fullest extent permitted by law, HELPA expressly disclaims, and You expressly release HELPA from, any and all liability whatsoever for any damages, suits, claims and/or controversies that have arisen or may arise from and/or in any way relate to any acts or omissions of Members on or off the Applications, including without limitation the provision of any NDIS Services by any Support Worker. 24. Liability 24.1. The Support Worker is liable for all acts or omissions in the provision of the NDIS Services. 24.2. The Customer is liable for all acts or omissions in the receipt of the NDIS Services. 24.3. If the Customer is a consumer pursuant to the ACL, nothing in this Agreement restricts, limits or modifies the Customer’s rights or remedies against the Support Worker for failure of a statutory guarantee under the ACL. 24.4. Nothing in this Agreement is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the sale of goods or supply of services which cannot be excluded, restricted or modified. 24.5. You understand and agree that: 24.5.1. any material or information downloaded or otherwise obtained using the Applications or Services is done at Your own discretion and risk; and 24.5.2. that You will be solely responsible for any damage to Your computer or loss of data that results from the download of such material and/or information. 24.6. To the extent permitted by the ACL and any other applicable legislation, HELPA expressly limits its liability for breach of a non-excludable condition or warranty implied by virtue of any legislation to the following remedies (the choice of which is to be at HELPA’s sole discretion): 24.6.1. in the case of goods, any one or more of the following:
    • the replacement of the goods or the supply of equivalent goods;
    • the repair of the goods;
    • the payment of the cost of replacing the goods or of acquiring equivalent goods; or
    • the payment of the cost of having the goods repaired; and
24.6.2. in the case of services:
    • the supply of the services again; or
    • the payment of the cost of having the services supplied again.
24.7. In that event that the limitations in Clause 24.6 are restricted, the liability of HELPA will be limited as far as legally possible under the ACL or other applicable legislation. 24.8. To the extent permitted by law, HELPA will not be liable, nor will any of its Affiliates be liable to You or any third party, whether in contract, warranty, tort (including negligence and strict liability), statute, or otherwise, for: 24.8.1. any indirect, special, incidental, consequential or exemplary damages that may be incurred by You; 24.8.2. any loss of income, revenue, goodwill, business, profits, data (whether direct or indirect) that may be incurred by You; or 24.8.3. any claim, damage, or loss which may be incurred by You; arising from, out of or related to: 24.8.4. Your use of, or access to, or the inability to use or to access, the Applications or the Services; 24.8.5. Your transactions involving the Applications, 24.8.6. any act or omission of any User; 24.8.7. any misstatements and/or misrepresentations made by any Member or contained in any Content; 24.8.8. the accuracy, timeliness or completeness of any background check provided to You in connection with the Applications, the Services or any NDIS Services; 24.8.9. the use of information provided by any third party verification service; 24.8.10. the transactions between You and any third party merchants or service providers; or 24.8.11. any information appearing on third party merchant or service provider applications or any other applications linked to our Applications. 24.9. The limitations on HELPA’s liability to You shall apply whether or not HELPA or its Affiliates have been advised of, knew of, or should have known of, the possibility of such losses or damages arising. 24.10. You acknowledge and agree that We are only willing to provide access to the Applications and provide the Services if You agree to certain limitations of our liability to You and to third parties. 24.11. If You are dissatisfied with any portion of the Applications or the Services, Your sole and exclusive remedy is to discontinue use of the Applications and the Services. 24.12. HELPA and any of its Affiliates may plead this Agreement in bar to any claim, action, proceeding, class action or suit brought by You, against HELPA or any of its Affiliates for any matter arising out of any transaction or otherwise in respect of this Agreement. 25. Indemnification 25.1. Each Member will hold harmless, indemnify and keep HELPA indemnified against any liability arising from or connected with: 25.1.1. any act or omission of another Member, whether they are a Support Worker or Customer; and 25.1.2. any representation made by HELPA relying on the Member’s warranties in this Agreement. 25.2. You indemnify, defend and hold HELPA and its Affiliates harmless from and against any and all third party claims, liabilities, demands, proceedings, losses, costs, expenses, fees (including reasonable attorneys’ fees and court costs) and damages (actual, special and consequential) of every kind and nature, known and unknown, made by any third party due to or arising out of: 25.2.1. Your breach of this Agreement; 25.2.2. Your violation of any law or the rights of a third party; 25.2.3. any of Your Content and/or information that You submit, post or transmit through the Applications or Services; 25.2.4. Your use of the Applications or Services; 25.2.5. any viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by You into the Applications or Services; or 25.2.6. any disputes that arise between Users or between a Support Worker and a Customer in relation to NDIS Services. 26. Dispute resolution 26.1. Any disputes related to the NDIS Services received by a Customer must be resolved directly between the Customer and the Support Worker. 26.2. We reserve the right, but have no obligation to monitor, or take any appropriate action regarding disputes that You may have with Users, Support Workers or other Customers. 26.3. If a dispute arises between You and HELPA, our goal is to address Your concerns and, if We are unable to do so to Your satisfaction, to provide You with a means of resolving the dispute quickly. 26.4. For any claim, HELPA may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. 26.5. If HELPA elect’s arbitration, such arbitration will be initiated through an established alternative dispute resolution (ADR) provider, which is to be selected by You from a panel of ADR providers that HELPA will provide to You. 26.6. The ADR provider and the parties must comply with the following rules: 26.6.1. the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; 26.6.2. the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and 26.6.3. any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. 26.7. All claims You bring against HELPA must be resolved in accordance with the terms of this Agreement. 26.8. All claims filed or brought contrary to this Agreement shall be considered improperly filed and a breach of this Agreement. 26.9. Should You file a claim contrary to the terms of this Agreement, HELPA may recover its legal fees and costs (including fees for in-house attorneys and paralegals), provided that HELPA has notified You in writing of the improperly filed claim, and You have failed to promptly withdraw the claim. 26.10. If any proceeding by or against You is commenced under any provision of any bankruptcy or insolvency law, HELPA will be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this Agreement. 27. Failures and delays 27.1. Without limiting the foregoing, under no circumstances will We or our licensors or Affiliates be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties. 28. Electronic communications 28.1. The communications between You and Us use electronic means, whether You visit the Applications or send Us emails, or whether We post notices on the server or communicate with You via email. 28.2. We can only give You the benefits of our service by conducting business through the internet, and therefore We need You to consent to Us giving You communications electronically. 28.3. This section informs You of Your rights when receiving communications from Us electronically. 28.4. For contractual purposes, You: 28.4.1. consent to receive communications from Us in an electronic form; and 28.4.2. agree that all terms and conditions, Agreements, notices, documents, disclosures, and other communications (communications) that We provide to You electronically satisfy any legal requirement that such communications would satisfy if it were in writing. 28.5. Your consent to receive Communications and do business electronically, and our Agreement to do so, applies to all Your interactions and transactions with Us. 28.6. You may also receive a copy of this Agreement by accessing this Applications. 28.7. On accession, HELPA may send Members SMS text messages or other messages whether by way of email or through the HELPA Applications, or applications in connection with the Services or otherwise. 28.8. You are solely responsible for any costs You incur when receiving SMS text messages from HELPA. 28.9. You may withdraw Your consent to receive Communications electronically by contacting Us in the manner described below. 28.10. If You withdraw Your consent, from that time forward, You must stop using the Applications and Services. 28.11. The withdrawal of Your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided, or business transacted between Us prior to the time You withdraw Your consent. 28.12. Please keep Us informed of any changes in Your email address so that You continue to receive all communications without interruption. 29. No third party beneficiaries 29.1. You understand and agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement. 30. General terms 30.1. You are responsible for compliance with all applicable laws. 30.2. This Agreement and the relationship between You and HELPA, will be governed by the laws of the state of New South Wales Australia. 30.3. The parties agree to the non-exclusive jurisdiction of the courts of New South Wales, the Federal Court of Australia, and of courts entitled to hear appeals from those Courts. 30.4. This Agreement is personal to You, and You may not transfer, assign or delegate Your right and/or duties under this Agreement to anyone else and any attempted assignment or delegation is void. 30.5. We may assign or novate this Agreement at any time, without obtaining Your consent. 30.6. You acknowledge that We have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of Your obligations hereunder. 30.7. The paragraph headings in this Agreement shown in boldface type, are included only to help make this Agreement easier to read and have no binding effect. 30.8. Any delay or failure by HELPA to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. 30.9. No waiver by Us will have effect unless such waiver is set forth in writing, signed by Us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default. 30.10. HELPA’s failure to act with respect to a breach by You or others does not waive our right to act with respect to subsequent or similar breaches. 30.11. This Agreement constitutes the complete and exclusive Agreement between You and HELPA with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or Agreements. 30.12. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. 31. Survival 31.1. All provisions that by their nature survive expiration or termination of this Agreement shall so survive, including without limitation, Clauses 26, 27 and 28, all other limitations on liability explicitly set forth herein and our proprietary rights in and to the Applications, content provided by Us, Our Technology and the Services. 32. Contact information 32.1. We may give notice to You by email, a posting on the Applications, or other reasonable means. 34.2. You must give notice to Us in writing via email at admin@helpa.app or as otherwise expressly provided. Please report any violations of this Agreement to admin@helpa.app